As filed with the Securities and Exchange Commission on July 26, 1999
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
THE MERIDIAN RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 76-0319553
(State or other (I.R.S Employer
jurisdiction of Identification No.)
incorporation or
organization)
15995 N. BARKER'S LANDING,
SUITE 300 77079
HOUSTON, TEXAS
(Address of Principal (Zip Code)
Executive Offices)
MERIDIAN RESOURCE CORPORATION GEOSCIENTIST WELL BONUS PLAN
MERIDIAN RESOURCE CORPORATION TMR EMPLOYEE TRUST WELL BONUS PLAN
(Full title of the plans)
JOSEPH A. REEVES, JR.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
THE MERIDIAN RESOURCE CORPORATION
15995 N. BARKER'S LANDING, SUITE 300
HOUSTON, TEXAS 77079
(Name and address of agent for service)
(281) 558-8080
(Telephone number, including area code, of agent for service)
------------------------
With Copy to:
CHARLES L. STRAUSS
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 2,000,000 $3.625 $7,250,000 $2015.50
==================================================================================================
</TABLE>
(1) Includes (i) 1,000,000 shares of Common Stock issuable pursuant to the
Meridian Resource Corporation Geoscientist Well Bonus Plan, and (ii)
1,000,000 shares of Common Stock issuable pursuant to the Meridian Resource
Corporation TMR Employee Trust Well Bonus Plan. Also includes an
indeterminate number of shares to be issued pursuant to the anti-dilution
provisions of such plans and agreements. Also includes an equal number of
associated rights pursuant to the Shareholder Rights Agreement dated May 5,
1999 between the Company and American Stock Transfer & Trust Company.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 and based upon the
average of the high and low sales prices of a share of the Common Stock as
reported by the New York Stock Exchange, Inc. on July 22, 1999.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Meridian Resource Corporation, a Texas corporation (the "Company"
or "Registrant"), incorporates by reference in this Registration Statement the
following documents:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, as amended by Form 10-K/A dated April 30, 1999;
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;
3. The Registrant's Current Reports on Form 8-K dated May 5, 1999 and
June 29, 1999; and
4. The description of the Registrant's common stock, $.01 par value
("Common Stock"), contained in the Company's Registration Statement on Form 8-A,
as filed with the Securities and Exchange Commission on March 19, 1997,
including any amendment or report filed for the purpose of updating such
description.
5. The description of the Registrant's stock purchase rights, contained
in the Company's Registration Statement on form 8-A, as filed with the
Securities and Exchange Commission on May 13, 1999, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of the filing hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.
The Second Amended and Restated Articles of Incorporation of the
Registrant contain provisions which eliminate the personal liability of the
Registrant's directors for monetary damages resulting from breaches of their
fiduciary duty other than liability for breaches of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, any transaction from which the director derived an improper
personal benefit or any act or omission for which liability is expressly
provided by an applicable statute.
Article XII of the Registrant's By-laws contains detailed provisions
for the indemnification by the Registrant of current and former directors,
officers, employees and agents of the Registrant on terms that have been derived
from Article 2.02-1 of the Texas Business Corporation Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 -- Third Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998).
4.2 -- Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Registrant's Quarterly
Report on Form 10-Q for the three months ended September 30,
1998).
4.3 -- Amendment No. 1 to Amended and Restated Bylaws (incorporated
by reference from the Registrant's Current Report on Form
8-K dated May 5, 1999).
II-2
<PAGE>
4.4 -- Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4.1 of the Company's Registration Statement on
Form S-1, as amended (Reg. No. 33-65504)).
4.5 -- Common Stock Purchase Warrant of the Company dated October
16, 1990, issued to Joseph A. Reeves, Jr. (incorporated by
reference to Exhibit 10.8 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1991, as amended
by the Company's Form 8 filed March 4, 1993).
4.6 -- Common Stock Purchase Warrant of the Company dated October
16, 1990, issued to Michael J. Mayell (incorporated by
reference to Exhibit 10.9 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1991, as amended
by the Company's Form 8 filed March 4, 1993).
4.7 -- Registration Rights Agreement dated October 16, 1990, among
the Company, Joseph A. Reeves, Jr. and Michael J. Mayell
(incorporated by reference to Exhibit 10.7 of the Company's
Registration Statement on Form S-4, as amended (Reg. No.
33-37488)).
4.8 -- Warrant Agreement dated June 7, 1994, between the Company
and Joseph A. Reeves, Jr. (incorporated by reference to
Exhibit 4.1 of the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994).
4.9 -- Warrant Agreement dated June 7, 1994, between the Company
and Michael J. Mayell (incorporated by reference to Exhibit
4.1 of the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994).
4.10 -- Texas Meridian Resources Corporation 1995 Long-Term
Incentive Plan (incorporated by reference to Exhibit 10.6 of
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996).
4.11 -- Texas Meridian Resources Corporation 1997 Long-Term
Incentive Plan (incorporated by reference to Exhibit 10.2 of
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997).
*4.12 -- Amendments No.'s 1 and 2 to the 1997 Long-Term Incentive
Plan.
4.13 -- Cairn Energy USA, Inc. 1993 Stock Option Plan, as amended
(incorporated by reference to Exhibit 10.9 of Cairn Energy
USA, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1993).
4.14 -- Cairn Energy USA, Inc. 1993 Directors Stock Option Plan, as
amended (incorporated by reference to Exhibit 10.6 of Cairn
Energy USA, Inc.'s Registration Statement on Form S-1 (Reg.
No. 33-64646)).
II-3
<PAGE>
4.15 -- Amended and Restated Credit Agreement dated May 22, 1998,
among the Company, the several banks and financial
institutions and other entities from time to time parties
thereto (the "Lenders"), The Chase Manhattan Bank, as
administrative agent for the Lenders, Bankers Trust Company,
as syndication agent, Chase Securities Inc., as advisor to
the Company, Chase Securities Inc., B. T. Alex. Brown
Incorporated, Toronto Dominion (Texas), Inc. and Credit
Lyonnais New York Branch as co-arrangers, and Toronto
Dominion (Texas), Inc. and Credit Lyonnais New York Branch,
as co-documentation agents. (incorporated by reference from
the Company's current report on Form 8-K dated June 30,
1998).
4.16 -- Second Amended and Restated Guarantee dated June 30, 1998,
between the Guarantors signatory thereto and The Chase
Manhattan Bank, as Administrative Agent for the Lenders.
(incorporated by reference from the Company's current report
on Form 8-K dated June 30, 1998).
4.17 -- Amended and Restated Pledge Agreement, dated May 22, 1998,
between the Company and The Chase Manhattan Bank, as
Administrative Agent. (incorporated by reference from the
Company's current report on Form 8-K dated June 30, 1998).
4.18 -- First Amendment to Amended and Restated Pledge Agreement
datedJune 30, 1998. (incorporated by reference from the
Company's current report on Form 8-K dated June 30, 1998).
4.19 -- Amendment No. 2 dated November 13, 1998 to Amended and
Restated Credit Agreement dated May 22, 1998, by and among
the Company, The Chase Manhattan Bank as administrative
agent, and the various lenders party thereto (incorporated
by reference from the Company's Quarterly Report on Form
10-Q for the three months ended September 30, 1998).
*4.20 -- Amendment No. 3 dated January 19, 1999 to Amended and
Restated Credit Agreement dated May 22, 1998, by and among
the Company, The Chase Manhattan Bank as administrative
agent, and the various lenders party thereto
*4.21 -- Amendment No. 4 dated April 30, 1999 to Amended and Restated
Credit Agreement dated May 22, 1998, by and among the
Company, The Chase Manhattan Bank as administrative agent,
and the various lenders party thereto
4.22 -- The Meridian Resource Corporation Directors' Stock Option
Plan (incorporated by reference to Exhibit 10.5 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1991, as amended by the Company's Form 8 filed
March 4, 1993).
*4.23 -- Amendment No. 1 to Director Stock Option Plan.
II-4
<PAGE>
4.24 -- Stock Rights and Restrictions Agreement dated as of June 30,
1998, by and between The Meridian Resource Corporation and
Shell Louisiana Onshore Properties Inc. (incorporated by
reference from the Company's Current Report on Form 8-K
dated June 30, 1998).
4.25 -- Registration Rights Agreement dated June 30, 1998, by and
between The Meridian Resource Corporation and Shell
Louisiana Onshore Properties Inc. (incorporated by reference
from the Company's Current Report on Form 8-K dated June 30,
1998).
4.26 -- The Meridian Resource Corporation 1990 Stock Option Plan
(incorporated by reference to Exhibit 10.6 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1991, as amended by the Company's Form 8 filed March 4,
1993).
4.27 -- Deferred Compensation agreement dated July 31, 1996, between
the Company and Joseph A. Reeves, Jr.(incorporated by
reference to Exhibit 10.1 of the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1996).
4.28 -- Deferred Compensation agreement dated July 31, 1996, between
the Company and Michael J. Mayell (incorporated by reference
to Exhibit 10.1 of the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1996).
4.29 -- The Meridian Resource Corporation TMR Employee Trust Well
Bonus Plan (incorporated by reference from the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1998).
4.30 -- The Meridian Resource Corporation Management Well Bonus Plan
(incorporated by reference from the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998).
4.31 -- The Meridian Resource Corporation Geoscientist Well Bonus
Plan (incorporated by reference from the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998).
4.32 -- Note Purchase Agreement dated June 18, 1999, between the
Company and Kayne Anderson Energy Fund, L.P. (incorporated
by reference from the Registrant's Current Report on Form
8-K dated June 29, 1999).
4.33 -- Note Purchase Agreement dated June 22, 1999, between the
Company and Eos Partners, L.P. (incorporated by reference
from the Registrant's Current Report on Form 8-K dated June
29, 1999).
II-5
<PAGE>
4.34 -- 9 1/2% Subordinated Note due June 18, 2001, payable by the
Company to Kayne Anderson Energy Fund, L.P. (incorporated by
reference from the Registrant's Current Report on Form 8-K
dated June 29, 1999).
4.35 -- 9 1/2% Subordinated Note due June 18, 2001, payable by the
Company to Eos Partners, L.P. (incorporated by reference
from the Registrant's Current Report on Form 8-K dated June
29, 1999).
4.36 -- Form of warrant attached as Annex A to Exhibits 4.34 and
4.35. (incorporated by reference from the Registrant's
Current Report on Form 8-K dated June 29, 1999)
4.37 -- Rights Agreement dated May 5, 1999, between the Company and
American Stock Transfer & Trust Co., as Rights Agent
(incorporated by reference from the Registrant's Current
Report on Form 8-K dated May 5, 1999).
4.38 -- Resolution Establishing a Series of Preferred Stock dated
May 5, 1999 (incorporated by reference from the Registrant's
Current Report on Form 8-K dated May 5, 1999).
4.39 -- Form of Right Certificate (incorporated by reference from
the Registrant's Current Report on Form 8-K dated May 5,
1999).
*5.1 -- Opinion of Fulbright & Jaworski L.L.P.
23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5.1).
*23.2 -- Consent of Ernst & Young LLP with respect to the financial
statements of The Meridian Resource Corporation.
*23.3 -- Consent of Ryder Scott Petroleum Company.
*23.4 -- Consent of T.J. Smith & Company
24.1 -- Powers of Attorney (included on page II-5 of this
Registration Statement).
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the
Registrant has not filed with this Registration Statement certain instruments
defining the rights of holders of long-term debt of the Registrant and its
subsidiaries because the total amount of securities authorized under any of such
instruments does not exceed 10% of the total assets of the Registrant and its
subsidiaries on a consolidated basis. The Registrant agrees to furnish a copy of
any such agreements to the Securities and Exchange Commission upon request.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
II-6
<PAGE>
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
II-7
<PAGE>
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on July 23, 1999.
THE MERIDIAN RESOURCE CORPORATION
By: /S/ JOSEPH A. REEVES, JR.
Joseph A. Reeves, Jr.
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph A. Reeves, Jr. and Michael J. Mayell, and
each of them, either one of whom may act without joinder of the other, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of any or all of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ JOSEPH A. REEVES, JR. Chief Executive Officer July 23, 1999
Joseph A. Reeves, Jr. (Principal Executive Officer)
Director and Chairman of the Board
/S/ MICHAEL J. MAYELL President and Director July 23, 1999
Michael J. Mayell
/S/ P. RICHARD GESSINGER Executive Vice President July 23, 1999
P. Richard Gessinger (Chief Financial Officer)
/S/ LLOYD V. DELANO Vice President-Director of Accounting July 23, 1999
Lloyd V. DeLano (Chief Accounting Officer)
_________________________ Director July __, 1999
Paul Ching
II-9
<PAGE>
_________________________ Director July __, 1999
E. L. Henry
/S/ JOE E. KARES Director July 23, 1999
Joe E. Kares
/S/ JAMES T. BOND Director July 23, 1999
James T. Bond
/S/ GARY A. MESSERSMITH Director July 23, 1999
Gary A. Messersmith
_________________________ Director July __, 1999
Jack A. Prizzi
II-10
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ----------- ------
4.1 -- Third Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998).
4.2 -- Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Registrant's Quarterly
Report on Form 10-Q for the three months ended September 30,
1998).
4.3 -- Amendment No. 1 to Amended and Restated Bylaws (incorporated
by reference from the Registrant's Current Report on Form
8-K dated May 5, 1999).
4.4 -- Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4.1 of the Company's Registration Statement on
Form S-1, as amended (Reg. No. 33-65504)).
4.5 -- Common Stock Purchase Warrant of the Company dated October
16, 1990, issued to Joseph A. Reeves, Jr. (incorporated by
reference to Exhibit 10.8 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1991, as amended
by the Company's Form 8 filed March 4, 1993).
4.6 -- Common Stock Purchase Warrant of the Company dated October
16, 1990, issued to Michael J. Mayell (incorporated by
reference to Exhibit 10.9 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1991, as amended
by the Company's Form 8 filed March 4, 1993).
4.7 -- Registration Rights Agreement dated October 16, 1990, among
the Company, Joseph A. Reeves, Jr. and Michael J. Mayell
(incorporated by reference to Exhibit 10.7 of the Company's
Registration Statement on Form S-4, as amended (Reg. No.
33-37488)).
4.8 -- Warrant Agreement dated June 7, 1994, between the Company
and Joseph A. Reeves, Jr. (incorporated by reference to
Exhibit 4.1 of the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994).
4.9 -- Warrant Agreement dated June 7, 1994, between the Company
and Michael J. Mayell (incorporated by reference to Exhibit
4.1 of the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994).
4.10 -- Texas Meridian Resources Corporation 1995 Long-Term
Incentive Plan (incorporated by reference to Exhibit 10.6 of
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996).
<PAGE>
4.11 -- Texas Meridian Resources Corporation 1997 Long-Term
Incentive Plan (incorporated by reference to Exhibit 10.2 of
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997).
*4.12 -- Amendments No.'s 1 and 2 to the 1997 Long-Term Incentive
Plan.
4.13 -- Cairn Energy USA, Inc. 1993 Stock Option Plan, as amended
(incorporated by reference to Exhibit 10.9 of Cairn Energy
USA, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1993).
4.14 -- Cairn Energy USA, Inc. 1993 Directors Stock Option Plan, as
amended (incorporated by reference to Exhibit 10.6 of Cairn
Energy USA, Inc.'s Registration Statement on Form S-1 (Reg.
No. 33-64646)).
4.15 -- Amended and Restated Credit Agreement dated May 22, 1998,
among the Company, the several banks and financial
institutions and other entities from time to time parties
thereto (the "Lenders"), The Chase Manhattan Bank, as
administrative agent for the Lenders, Bankers Trust Company,
as syndication agent, Chase Securities Inc., as advisor to
the Company, Chase Securities Inc., B. T. Alex. Brown
Incorporated, Toronto Dominion (Texas), Inc. and Credit
Lyonnais New York Branch as co-arrangers, and Toronto
Dominion (Texas), Inc. and Credit Lyonnais New York Branch,
as co-documentation agents. (incorporated by reference from
the Company's current report on Form 8-K dated June 30,
1998).
4.16 -- Second Amended and Restated Guarantee dated June 30, 1998,
between the Guarantors signatory thereto and The Chase
Manhattan Bank, as Administrative Agent for the Lenders.
(incorporated by reference from the Company's current report
on Form 8-K dated June 30, 1998).
4.17 -- Amended and Restated Pledge Agreement, dated May 22, 1998,
between the Company and The Chase Manhattan Bank, as
Administrative Agent. (incorporated by reference from the
Company's current report on Form 8-K dated June 30, 1998).
4.18 -- First Amendment to Amended and Restated Pledge Agreement
datedJune 30, 1998. (incorporated by reference from the
Company's current report on Form 8-K dated June 30, 1998).
4.19 -- Amendment No. 2 dated November 13, 1998 to Amended and
Restated Credit Agreement dated May 22, 1998, by and among
the Company, The Chase Manhattan Bank as administrative
agent, and the various lenders party thereto (incorporated
by reference from the Company's Quarterly Report on Form
10-Q for the three months ended September 30, 1998).
<PAGE>
*4.20 -- Amendment No. 3 dated January 19, 1999 to Amended and
Restated Credit Agreement dated May 22, 1998, by and among
the Company, The Chase Manhattan Bank as administrative
agent, and the various lenders party thereto
*4.21 -- Amendment No. 4 dated April 30, 1999 to Amended and Restated
Credit Agreement dated May 22, 1998, by and among the
Company, The Chase Manhattan Bank as administrative agent,
and the various lenders party thereto
4.22 -- The Meridian Resource Corporation Directors' Stock Option
Plan (incorporated by reference to Exhibit 10.5 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1991, as amended by the Company's Form 8 filed
March 4, 1993).
*4.23 -- Amendment No. 1 to Director Stock Option Plan.
4.24 -- Stock Rights and Restrictions Agreement dated as of June 30,
1998, by and between The Meridian Resource Corporation and
Shell Louisiana Onshore Properties Inc. (incorporated by
reference from the Company's Current Report on Form 8-K
dated June 30, 1998).
4.25 -- Registration Rights Agreement dated June 30, 1998, by and
between The Meridian Resource Corporation and Shell
Louisiana Onshore Properties Inc. (incorporated by reference
from the Company's Current Report on Form 8-K dated June 30,
1998).
4.26 -- The Meridian Resource Corporation 1990 Stock Option Plan
(incorporated by reference to Exhibit 10.6 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1991, as amended by the Company's Form 8 filed March 4,
1993).
4.27 -- Deferred Compensation agreement dated July 31, 1996, between
the Company and Joseph A. Reeves, Jr.(incorporated by
reference to Exhibit 10.1 of the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1996).
4.28 -- Deferred Compensation agreement dated July 31, 1996, between
the Company and Michael J. Mayell (incorporated by reference
to Exhibit 10.1 of the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1996).
<PAGE>
4.29 -- The Meridian Resource Corporation TMR Employee Trust Well
Bonus Plan (incorporated by reference from the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1998).
4.30 -- The Meridian Resource Corporation Management Well Bonus Plan
(incorporated by reference from the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998).
4.31 -- The Meridian Resource Corporation Geoscientist Well Bonus
Plan (incorporated by reference from the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998).
4.32 -- Note Purchase Agreement dated June 18, 1999, between the
Company and Kayne Anderson Energy Fund, L.P. (incorporated
by reference from the Registrant's Current Report on Form
8-K dated June 29, 1999).
4.33 -- Note Purchase Agreement dated June 22, 1999, between the
Company and Eos Partners, L.P. (incorporated by reference
from the Registrant's Current Report on Form 8-K dated June
29, 1999).
4.34 -- 9 1/2% Subordinated Note due June 18, 2001, payable by the
Company to Kayne Anderson Energy Fund, L.P. (incorporated by
reference from the Registrant's Current Report on Form 8-K
dated June 29, 1999).
4.35 -- 9 1/2% Subordinated Note due June 18, 2001, payable by the
Company to Eos Partners, L.P. (incorporated by reference
from the Registrant's Current Report on Form 8-K dated June
29, 1999).
4.36 -- Form of warrant attached as Annex A to Exhibits 4.34 and
4.35. (incorporated by reference from the Registrant's
Current Report on Form 8-K dated June 29, 1999)
4.37 -- Rights Agreement dated May 5, 1999, between the Company and
American Stock Transfer & Trust Co., as Rights Agent
(incorporated by reference from the Registrant's Current
Report on Form 8-K dated May 5, 1999).
4.38 -- Resolution Establishing a Series of Preferred Stock dated
May 5, 1999 (incorporated by reference from the Registrant's
Current Report on Form 8-K dated May 5, 1999).
4.39 -- Form of Right Certificate (incorporated by reference from
the Registrant's Current Report on Form 8-K dated May 5,
1999).
*5.1 -- Opinion of Fulbright & Jaworski L.L.P.
23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5.1).
<PAGE>
*23.2 -- Consent of Ernst & Young LLP with respect to the financial
statements of The Meridian Resource Corporation.
*23.3 -- Consent of Ryder Scott Petroleum Company.
*23.4 -- Consent of T.J. Smith & Company
24.1 -- Powers of Attorney (included on page II-5 of this
Registration Statement).
*Filed herewith.
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant
has not filed with this Registration Statement certain instruments defining the
rights of holders of long-term debt of the Registrant and its subsidiaries
because the total amount of securities authorized under any of such instruments
does not exceed 10% of the total assets of the Registrant and its subsidiaries
on a consolidated basis. The Registrant agrees to furnish a copy of any such
agreements to the Securities and Exchange Commission upon request.
EXHIBIT 4.12
AMENDMENT NO. 1 TO THE 1997 LONG-TERM INCENTIVE
PLAN ADOPTED BY THE BOARD OF DIRECTORS
IN AUGUST, 1998
RESOLVED, that, an amendment (the "AMENDMENT") to the Company's 1997
Long-Term Incentive Plan (the "LONG-TERM INCENTIVE PLAN"), to amend and
restate the third paragraph of Section 1.5 of the Long-Term Incentive Plan
as set forth below is hereby authorized, ratified and approved:
"There shall be no limit on (i) the aggregate number of shares of
Common Stock subject to Options or Stock Appreciation Rights that
may be granted to any one participant in any one year under the
Plan; (ii) the aggregate number of shares of Common Stock that may
be granted to any one participant in any one year in respect of
Restricted Stock; (iii) the aggregate number of shares of Common
Stock that may be received by any one participant in any one year in
respect of a Performance Award; or the aggregate amount of cash that
may be received by any one participant in any one year in respect to
a Performance Award."
AMENDMENT NO. 2 TO THE 1997 LONG-TERM INCENTIVE
PLAN ADOPTED BY THE BOARD OF DIRECTORS
IN MAY, 1999
RESOLVED, that, an amendment (the "AMENDMENT") to the Company's 1997
Long-Term Incentive Plan (the "LONG-TERM INCENTIVE PLAN"), to amend and
restate the first paragraph of Section 1.5 of the Long-Term Incentive Plan
as set forth below is hereby authorized, ratified and approved:
"Initially, the aggregate number of shares of Common Stock that may be issued
under the Plan shall be 720,000. This number of shares, together with the number
of shares of Common Stock reserved for outstanding and future awards under the
Company's 1995 Long-Term Incentive Plan (the "1995 Plan") represent
approximately 10% of the total outstanding number of shares of Common Stock as
of the effective date of the Plan. As of January 1 of each year the Plan is in
effect, if the total number of shares of Common Stock issued and outstanding,
not including any shares issued under the Plan or the 1995 Plan, exceeds the
total number of shares of Common Stock issued and outstanding as of January 1 of
the preceding year (or, for 1998, as of the commencement of the Plan), the
number of shares that may be issued under the Plan shall be increased (in the
event there is an increase in the number of shares of Common Stock outstanding)
by an amount such that the total number of shares of Common Stock available for
issuance under the Plan and the 1995 Plan equals 10% of the total number of
shares of Common Stock outstanding, not including any shares issued under the
[1997] Plan and the 1995 Plan. For purposes of the preceding sentence, shares of
Common Stock that may be issued upon conversion of issued and outstanding
preferred stock, $1.00 par value, of the Company shall be considered issued and
outstanding."
EXHIBIT 4.20
EXECUTION COPY
THIRD AMENDMENT AND WAIVER
THIRD AMENDMENT AND WAIVER, dated as of January 19, 1999 (this "THIRD
AMENDMENT"), to the amended and Restated Credit Agreement (as amended,
supplemented or otherwise modified from time to time), dated as of May 22, 1998
(the "CREDIT AGREEMENT"), among The Meridian Resource Corporation, a Texas
corporation (the "BORROWER"), the several lenders from time to time parties
thereto (the "LENDERS"), The Chase Manhattan Bank, as the Administrative Agent
for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), Toronto Dominion
(Texas), Inc. and MeesPierson N.V., as co-arrangers (each in such capacity, a
"CO-ARRANGER"), and Toronto Dominion (Texas), Inc., as a documentation agent (in
such capacity, the "DOCUMENTATION AGENT").
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Administrative Agent are
parties to the Credit Agreement;
WHEREAS, the Borrower, EEX Corporation, a Texas corporation ("PARENT") and
an affiliate of Parent (Parent and its affiliate collectively referred to herein
as "EEX"), shall have entered into a Like-Kind Exchange Agreement (as amended,
supplemented or otherwise modified from time to time), to be dated effective as
of August 1, 1998 (the "EXCHANGE AGREEMENT"), pursuant to which (i) the Borrower
and Cairn Energy USA, Inc. ("CAIRN") shall release to EEX their 37.5 percent
working interest in and to the OCS leases covering the offshore blocks and the
producing wells located in the Cameron Block 349 Field (the "EAST CAMERON
BLOCKS") as described in Annex A attached hereto and (ii) the Borrower and Cairn
shall acquire from EEX the onshore properties as described in Annex B attached
hereto (the "EXCHANGED LOUISIANA PROPERTIES");
WHEREAS, the Borrower has requested, and the Administrative Agent and the
Lenders have agreed, upon consummation of the EEX Exchange Transaction (as
hereinafter defined), to release the existing lien affecting the East Cameron
Blocks as described in Annex A attached hereto:
WHEREAS, the Borrower has agreed, upon consummation of the EEX Exchange
Transaction, to amend the Mortgage to include the Exchanged Louisiana Properties
as described in Annex B attached hereto, effective to create a first priority
lien on such properties; and
WHEREAS, the Borrower has requested and the Administrative Agent and the
Lenders agree to waive compliance with certain provisions of the Credit
Agreement upon the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto hereby agree as follows:
<PAGE>
1. DEFINED TERMS. Terms defined in the Credit Agreement and used herein
shall, unless otherwise indicated, have the meanings given to them in the Credit
Agreement.
2. AMENDMENTS TO SUBSECTION 1.1 OF THE CREDIT AGREEMENT. (a) Subsection
1.1 of the Credit Agreement is hereby amended by adding thereto the following
new definitions in alphabetical order:
"EAST CAMERON BLOCKS": the offshore properties as described in Annex
A attached hereto.
"EEX": EEX Corporation, a Texas corporation and an affiliate
thereof, both parties to the Exchange Agreement.
"EEX EXCHANGE TRANSACTION": the exchange of property between EEX and
the Borrower pursuant to the Exchange Agreement.
"EXCHANGE AGREEMENT": the Like-Kind Exchange Agreement (as amended,
supplemented or otherwise modified from time to time), to be entered into
between EEX and the borrower, to be dated effective as of August 1, 1998,
the material terms of which are described on Annex D attached hereto.
"EXCHANGED LOUISIANA PROPERTIES": the onshore properties as
described in Annex B attached hereto.
"EXCHANGED LOUISIANA PROPERTIES MORTGAGE": the mortgages and deeds
of trust on Oil and Gas Properties consisting of the Exchanged Louisiana
Properties which is the collateral described in Annex B, substantially in
the form of Exhibit L attached hereto as Annex C to supplement the
Existing Mortgage as amended by the Mortgage Amendment and the Second
Mortgage Amendment, as the same may be amended, supplemented or otherwise
modified from time to time.
3. WAIVER OF SUBSECTION 8.6(D) OF THE CREDIT AGREEMENT. The Administrative
Agent and the Required Lenders hereby waive compliance with the provisions of
Section 8.6(d) of the Credit Agreement (and any Default or Event of Default
resulting therefrom) resulting solely from the EEX Exchange Transaction;
PROVIDED that, on or prior to the consummation of the EEX Exchange Transaction,
(a) the EEX Exchange Transaction shall have been consummated on the terms
outlined on Annex D attached hereto, (b) the Borrower shall have granted to the
Administrative Agent, for the ratable benefit of the Lenders, a first priority
security interest in the Exchanged Louisiana Properties, (c) the Borrower shall
apply any cash amount or equalization payment it receives from EEX towards
prepayment of the Loan and (d) until the March '99 Redetermination, the Borrower
shall not convey, sell, lease, assign, transfer or otherwise dispose of any of
its property, business or assets (including, without limitation, receivables and
leasehold interests) pursuant to subsection 8.6(d) of the Credit Agreement.
<PAGE>
4. RELEASE OF EAST CAMERON BLOCKS; ADDITION OF EXCHANGED LOUISIANA
PROPERTIES. (a) The Administrative Agent and the Required Lenders hereby
acknowledge and agree that upon the consummation of the EEX Exchange
Transaction, (i) the liens and security interests of the Administrative Agent
and the Lenders covering the East Cameron Blocks shall be deemed automatically
released, extinguished and discharged, and (ii) the Administrative Agent shall
execute such instruments as the Borrower may reasonably request to release such
security interest in the East Cameron Block which is the collateral described in
Annex A.
(b) The Borrower hereby acknowledges and agrees that upon consummation of
the EEX Exchange Transaction, (i) the Borrower shall grant to the Administrative
Agent for the ratable benefit of the Lenders a first priority security interest
in the Exchanged Louisiana Properties and (ii) the Borrower shall execute such
instruments as the Administrative Agent may reasonably request to create such a
security interest in the Exchanged Louisiana Properties which is the collateral
described in Annex B.
5. ADDITION OF ANNEX A, ANNEX B AND EXHIBIT L TO THE CREDIT Agreement. The
Credit Agreement is hereby amended and supplemented by (i) adding thereto Annex
A and B attached hereto and (ii) adding thereto a new Exhibit L (the Exchanged
Louisiana Properties mortgage) attached hereto as Annex C.
6. CONDITIONS TO EFFECTIVENESS. The amendments and waivers provided for in
this Third Amendment shall become effective on the date (the "THIRD AMENDMENT
EFFECTIVE DATE") upon which the following conditions precedent are satisfied and
the Administrative Agent notifies the Borrower and the Lenders of the occurrence
of the third Amendment Effective Date:
(a) the Administrative Agent shall have received counterparts of
this Third Amendment, duly executed by the Borrower and the Required
Lenders.
(b) the Administrative Agent shall have received counterparts of the
Acknowledgment and Consent, duly executed by the Guarantors attached
hereto:
(c) the Administrative Agent shall have received the Exchanged
Louisiana Properties Mortgage, executed and delivered by a duly authorized
officer of each Loan Party thereto:
(d) the Administrative Agent shall have received all fees and
expenses required to be paid on or before the Third Amendment Effective
Date:
(e) the Administrative Agent shall have received a legal opinion of
counsel to the Borrower and special Louisiana counsel to the
Administrative Agent in form and substances satisfactory to the
Administrative Agent;
(f) the Administrative Agent shall have received a copy of the
resolutions, in form and substance satisfactory to the Administrative
Agent, of the Board of Directors of each
<PAGE>
applicable Loan party authorizing the execution, delivery and performance
of (i) this Third Amendment, (ii) the Exchanged Louisiana Properties
Mortgage and (iii) the Exchange Agreement, certified by its Secretary or
Assistant Secretary as of the third Amendment Effective Date, which
certificate shall state that the resolution thereby certified have not
been amended, modified, revoked or rescinded as of the date of such
certificate; and
(g) the Administrative Agent shall be satisfied as to the title of
the Exchanged Louisiana Properties.
7. REPRESENTATIONS AND WARRANTIES. The Borrower as of the date hereof and
after giving effect to the amendments contained herein, hereby (a) represents
and warrants to the Administrative Agent and each Lender that the list of
additional properties described in (i) Annex A attached hereto, (ii) Annex B
attached hereto and (iii) the Exchanged Louisiana Properties Mortgage attached
hereto as Annex C on the date hereof is true and complete and (b) confirms,
reaffirms and restates that (i) representations and warranties made by it in
Section 5 of the Credit Agreement are true and correct on and as of the date
hereof (except to the extent such representations and warranties are stated to
relate to a specific earlier date) and (ii) no Default or Event of Default has
occurred and is continuing on the date hereof; PROVIDED, that each reference to
the Credit Agreement herein shall be deemed to be a reference to the Credit
Agreement after giving effect to this Third Amendment.
8. PAYMENT OF EXPENSES. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection with this Third Amendment, any other documents prepared
in connection herewith and the transactions contemplated hereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
9. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS; LIMITED EFFECT. On and
after the date hereof and the satisfaction of the conditions contained in
Section 7 of this Third Amendment, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby. The execution, delivery and effectiveness of this Third
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provisions of any of the Loan
Documents. Except as expressly amended herein, all of the provisions and
covenants of the Credit Agreement and the other Loan Documents are and shall
continue to remain in full force and effect in accordance with the terms thereof
and are hereby in all respects ratified and confirmed.
10. COUNTERPARTS. This Third Amendment may be executed by one or more of
the parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Any
executed counterpart delivered by facsimile transmission shall be effective for
all purposes hereof.
<PAGE>
11. SEVERABILITY. Any provision of this Third Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
12. INTEGRATION. This Third Amendment and the other Loan Documents
represent the agreement of the Loan Parties, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to the subject matter hereof not expressly set forth or referred
to herein or in the other Loan Documents.
13. GOVERNING LAW. THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[Remainder of Page Intentionally Left Blank]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed and delivered by their respective proper and duly
authorized officer as of the day
and year first above written.
THE MERIDIAN RESOURCE CORPORATION
By:/s/ P. RICHARD GESSINGER
Name: P. Richard Gessinger
Title: Executive Vice President
THE CHASE MANHATTAN BANK, as
Administrative Agent, Issuing Lender and as a
Lender
By:/s/ STEVEN WOOD
Name: Steven Wood
Title: Vice President
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
as a Lender
By:/s/ CAN'T READ THIS NAME
Name: Can't read this name
Title: Vice President
<PAGE>
MEES PIERSON, as a Lender
By:/s/ DARRELL W. HOLLEY
Name: Darrell W. Holley
Title: Senior Vice President
By:/s/ DEIRDRE M. SANBORN
Name: Deirdre M. Sanborn
Title: Assistant Vice President
NATIONSBANK, N.A., as a Lender
By:/s/ JAMES R. ALLRED
Name: James R. Allred
Title: Managing Director
SOCIETE GENERALE, SOUTHWEST AGENCY, as a Lender
By:/s/ PAUL S. CARVER
Name: Paul S. Carver
Title: Managing Director
TORONTO DOMINION (TEXAS), INC., as Arranger,
Documentation Agent and as a Lender
By:/s/ AZAR S. AZARPOUR
Name: Azar S. Azarpour
Title: Vice President
EXHIBIT 4.21
FOURTH AMENDMENT
FOURTH AMENDMENT, dated as of April 30, 1999 (this "FOURTH AMENDMENT"), to
the Amended and Restated Credit Agreement (as amended, supplemented or otherwise
modified from time to time), dated as of May 22, 1998 (the "CREDIT AGREEMENT"),
among The Meridian Resource Corporation, a Texas corporation (the "BORROWER"),
the several lenders from time to time parties thereto (the "LENDERS"), The Chase
Manhattan Bank, as the Administrative Agent for the Lenders (in such capacity,
the "ADMINISTRATIVE AGENT"), Toronto Dominion (Texas), Inc. and Mees Pierson
N.V., as co-arrangers (each in such capacity, a "CO-ARRANGER"), and Toronto
Dominion (Texas), Inc., as documentation agent (in such capacity, the
"DOCUMENTATION AGENT").
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Administrative Agent are
parties to the Credit Agreement; and
WHEREAS, the Borrower has requested, and the Administrative Agent and the
Lenders have agreed to certain modifications as set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Terms defined in the Credit Agreement and used herein
shall, unless otherwise indicated, have the meanings given to them in the Credit
Agreement.
2. AMENDMENTS TO SUBSECTION 1.1 OF THE CREDIT AGREEMENT. (a) Subsection
1.1 of the Credit Agreement is hereby amended by deleting therefrom the
definitions of "Applicable Margin" "Borrowing Base" and "Commitment Fee Rate"
contained therein in their entirety and substituting in lieu thereof the
following definitions:
"APPLICABLE MARGIN": for any day with respect to Eurodollar Loans
and ABR Loans, the applicable per annum rate set forth below opposite the
Borrowing Base Usage in effect on such day:
BORROWING EURODOLLAR ABR
BASE USAGE MARGIN MARGIN
---------- ---------- ------
Less than or
equal to 33% 1.00% 0%
-1-
<PAGE>
Greater than 33%
and less than or
equal to 66% 1.25% .25%
Greater than 66%
and less than 80% 1.50% .50%
Equal to or greater
than 80% and less
than 90% 2.25% 1.25%
Equal to or greater
than 90% 2.50% 1.50%
PROVIDED if there is no Borrowing Base Deficiency on the effective date of
the Applicable Redetermination (after giving effect thereto, or if there
is such a Borrowing Base Deficiency, such deficiency is cured within 30
days, as contemplated herein), then commencing on the later of such
effective date or cure date, if applicable, the Applicable Margin
thereafter, for any day with respect to Eurodollar Loans and ABR Loans
shall be the applicable per annum rate set forth below opposite the
Borrowing Base Usage in effect on any such day:
BORROWING EURODOLLAR ABR
BASE USAGE MARGIN MARGIN
---------- ---------- ------
Less than or
equal to 33% 1.00% 0%
Greater than 33%
and less than or
equal to 66% 1.25% .25%
Greater than 66% 1.50% .50%
-2-
<PAGE>
As used herein, "BORROWING BASE USAGE" on any day means the percentage
equivalent to the ratio of (1) the sum of the aggregate principal amount
of the Loans then outstanding and Letter of Credit Outstandings on such
day to (ii) the Borrowing Base in effect on such day.
"BORROWING BASE": at any time of determination, the amount then in
effect as determined in accordance with the subsection 4.9; PROVIDED,
HOWEVER, that until the Applicable Redetermination, the Borrowing Base
shall be $250,000,000.
"COMMITMENT FEE RATE": for any day, a rate per annum equal to (a)
.30% if the Borrowing Base Usage in effect on such date is less than or
equal to 33%, (b) .375% if the Borrowing Base Usage in effect on such day
is greater than 33% and less than 80% and (c) .50% if the Borrowing Base
Usage in effect on such day is equal to or greater than 80%; PROVIDED that
if there is no Borrowing Base Deficiency on the effective date of the
Applicable Redetermination (after giving effect thereto, or if there is
such a Borrowing Base Deficiency, such deficiency is cured within 30 days,
as contemplated herein), the commencing on the later of such effective
date or cure date, if applicable, the Commitment Fee Rate thereafter for
any day shall be a rate per annum equal to (a) .30% if the Borrowing Base
Usage in effect on such day is less than or equal to 33% and (b) .375% if
the Borrowing Base Usage in effect on such day is greater than 33%.
(b) Subsection 1.1 of the Credit Agreement is hereby amended by deleting
the definition of "March '99 Redetermination" and adding thereto the following
new definitions in alphabetical order:
"APPLICABLE REDETERMINATION": the August '99 Redetermination unless
the Special Redetermination shall occur as provided in subsection 4.9(f)
in which case the Applicable Redetermination shall be the Special
Redetermination.
"AUGUST '99 REDETERMINATION": the redetermination of the Borrowing
Base scheduled for August 23, 1999, pursuant to subsection 4.9(c),
utilizing the June 30, 1999 Reserve Report, which is required to be
delivered prior to July 30, 1999.
"JUNE 30, 1999 RESERVE REPORT": a Reserve Report prepared by the
Borrower, dated as of June 30, 1999.
"SPECIAL REDETERMINATION": as defined in subsection 4.9(f).
3. AMENDMENTS TO SUBSECTION 4.9. Subsection 4.9 of the Credit Agreement is
hereby amended by deleting such subsection in its entirety and substituting in
lieu thereof the following:
"4.9 COMPUTATION OF BORROWER BASE. (a) BORROWING BASE. (i) The
Borrowing Base in effect from time to time shall represent the maximum
principal amount (subject to the aggregate amount of the Revolving Credit
Commitments) of Loans and Letter of Credit
-3-
<PAGE>
Outstandings that the Lenders will allow to remain outstanding during the
Commitment Period. The Borrowing Base will be based upon the value of
certain Proved Reserves attributable to the Oil and Gas Properties of the
Borrower and its Subsidiaries and other assets of the Borrower and its
Subsidiaries acceptable to the Administrative Agent in its sole
discretion, and will be determined by the Administrative Agent in
accordance with paragraph (d) of this subsection 4.9, subject to approval
by the Supermajority Lenders (or, with respect to the Applicable
Redetermination, all of the Lenders). Until the Commitments are no longer
in effect, all Letters of Credit have terminated and all of the Loans and
all other obligations under this Agreement are paid in full, this
Agreement shall be subject to the then effective Borrowing Base.
(b) Reserve Reports. Except as provided below with respect to the
August '99 Redetermination, prior to March 1 and September 1 of each year,
the Borrower shall, at its own expense, furnish to the Administrative
Agent and to each Lender Reserve Reports, which Reserve Reports shall be
dated as of the immediately preceding December 31 (in the case of Reserve
Reports due on March 1) and June 30 (in the case of Reserve Reports due on
September 1), and shall set forth, among other things, (i) the Oil and Gas
Properties, then owned by the Borrower and its Subsidiaries, (ii) the
proved Reserves attributable to such Oil and Gas Properties and (iii) a
projection of the rate of production and net income of the Proved Reserves
as of the date of such Reserve Report, all in accordance with the
guidelines published by the Securities and Exchange Commission and such
assumptions as the Administrative Agent shall provide. In connection with
the August '99 Redetermination, the June 30, 1999 Reserve Report normally
due to be delivered prior to September 1, 1999 shall be delivered prior to
July 30, 1999. Concurrently with the delivery of the Reserve Reports, the
Borrower shall furnish to the Administrative Agent and to each Lender a
certificate of a Responsible Officer showing any additions to or deletions
from the Oil and Gas Properties listed in the Reserve Report, which
additions or deletions were made by the Borrower and its Subsidiaries
since the date of the previous Reserve Report.
(c) REDETERMINATIONS OF THE BORROWING BASE. The Borrowing Base shall
be redetermined (i) after receipt by the Administrative Agent of each
scheduled Reserve Report, commencing with the June 30, 1999 Reserve
Report, (ii) upon the delivery of a Lender Redetermination Note (which
shall not be delivered until after the Applicable Redetermination) to the
Borrower and (iii) upon the delivery of a Borrower Redetermination Notice
(which, except as provided in paragraph (f) below, shall not be delivered
until after the Applicable Redetermination) to the Administrative Agent,
all as provided in this subsection 4.9. Within 15 days after the delivery
of a Borrower Redetermination Notice or a Lender Redetermination Notice,
the Borrower shall furnish to the Administrative Agent and to each Lender
a Reserve Report as of the most recent practicable date. If the Borrower
fails to deliver a Reserve Report within the time period provided for in
the preceding sentence, then the Administrative Agent shall have the right
to rely on the last Reserve Report previously delivered by the Borrower
which any such adjustments and taking into account any additional
information as the Administrative Agent may deem appropriate, in its sole
discretion. Other
-4-
<PAGE>
than in connection with the August '99 Redetermination or the Special
Redetermination, on or before the date which is 30 days after receipt (i)
of a scheduled semi-annual Reserve Report or (ii) of a Reserve Report in
connection with a Lender Redetermination Notice or a Borrower
Redetermination Notice, the Administrative Agent shall redetermine the
Borrowing Base in its sole discretion, and the Administrative Agent shall
notify the borrower and the Lenders of its redetermination of the
Borrowing Base. In connection with the August '99 Redetermination , the
Administrative Agent shall redetermine the Borrowing Base by August 13,
1999 provided the June 30, 1999 Reserve Report has been received by it no
later than July 30, 1999. In connection with a Special Redetermination,
the Administrative Agent shall redetermine the Borrowing Base within 14
days of receipt from the Borrower of the Reserve Report to be used in
connection therewith. Within 10 days after receipt from the Administrative
Agent of the amount of its redetermination of the Borrowing Base, each
Lender shall notify the Administrative Agent stating whether or not such
Lender agrees with that determination. Failure of any Lender to give such
Notice within such period of time shall be deemed to constitute an
acceptance of such redetermination. If the Supermajority Lenders (or, with
respect to the Applicable Redetermination, all of the Lenders) agree with
that redetermination, then the Administrative Agent promptly shall notify
the Borrower of the Borrowing Base as so redetermined, whereupon that
redetermined value shall automatically become effective (and shall remain
effective until the Borrowing Base is again redetermined as provided in
this subsection 4.9(c)). If the Supermajority Lenders (or with respect to
the Applicable Redetermination, all of the Lenders) have not approved or
are not deemed to have approved the Borrowing Base within the 10 day
period following their receipt of the proposed amount from the
Administrative Agent, the Borrowing Base shall be set at the amount of the
then current Borrowing Base and the Borrowing Base shall remain at such
level until the Supermajority Lenders (or, with respect to the Applicable
Redetermination, all of the Lenders), utilizing the procedure outlined
herein, agree on a new Borrowing Base. Each redetermination provided for
by this subsection 4.9(c) shall be made in accordance with the provisions
of subsection 4.9(d). Other than in connection with the Applicable
Redetermination, it is the intention of the Borrower and the Lenders that
the Borrowing Base be redetermined within 45 days after the furnishing of
each Reserve Report, subject to the provisions of this paragraph (c).
(d) CRITERIA (1) All determinations and redeterminations by the
Administrative Agent provided for in this subsection 4.9 (and any
determinations and decisions by either or both of the Administrative Agent
and the Supermajority Lenders (or, with respect to the Applicable
Redetermination, all of the Lenders) in connection therewith, including
effecting any redetermination of the value of any component contained in a
Reserve Report) shall be made by the Administrative Agent and the Lenders
in their sole discretion and shall be made on a reasonable basis and in
good faith based upon the application by the Administrative Agent and the
Lenders of their respective normal oil and gas lending criteria as they
exist at the time of determination.
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<PAGE>
(ii) All redeterminations of the Borrowing Base referred to in this
subjection 4.9 shall become effective immediately upon the delivery of
notice by the Administrative Agent to the Borrower of the redetermination.
(iii) Upon the issuance of any Subordinated Indebtedness, the
Borrowing Base shall be redetermined in accordance with the procedures set
forth in subsection 4.9 which would have applied had a Borrower
Redetermination Notice or a Lender Redetermination Notice been delivered.
(e) TITLE. Concurrently with the delivery to the Administrative
Agent of each Reserve Report, the Administrative Agent may request that
the Borrower furnish to the Administrative Agent reasonable evidence of
the Borrower's title to the Oil and Gas Properties which have been
developed or acquired by the Borrower subsequent to the Reserve Report
immediately preceding such Reserve Report.
(f) SPECIAL REDETERMINATION. On or before the August '99
Redetermination the Borrower may request a special redetermination of the
Borrowing Based by delivering a Borrowing Redetermination Notice and a
Reserve Report both as required by subsection 4.9(c) hereof. Such special
redetermination of the Borrowing Base shall become effective if it is
approved by all the Lenders and if, upon the effectiveness thereof, no
Borrowing Base Deficiency exists (such a special Redetermination being
herein referred to as the "SPECIAL REDETERMINATION"). If the Special
Redetermination becomes effective prior to July 15, 1999, then subsection
7.12(b)(i) hereof shall cease to be in effect. The occurrence of the
Special Redetermination shall eliminate the need for the August '99
Redetermination and the next scheduled Borrowing Base redetermination will
be in connection with the December 31, 1999 Reserve Report.
4. AMENDMENTS TO SECTION 4.10. Subsection 4.10 of the Credit Agreement is
hereby amended by deleting such subsection in its entirety, and substituting in
lieu thereof, the following:
"4.10 BORROWING BASE COMPLIANCE. If, upon any redetermination of the
Borrowing Base pursuant to subsection 4.9(c) other than in connection with
the issuance of Subordinated Indebtedness provided for in subsection
8.2(f), the Aggregate Revolving Credit Exposure of the Lenders exceeds the
Borrowing Base then in effect (any such excess, the "BORROWING BASE
DEFICIENCY"), the Borrower shall prepay the Revolving Credit Loans and
then to the extend necessary, cash collateralize the Letter of Credit
Outstandings in an amount equal to at least 50% of the Borrowing Base
Deficiency within 90 days after the effective date of the redetermination
resulting in such Borrowing Base Deficiency, and within the next 90 days
prepay the Revolving Credit Loans and then cash collateralize the Letter
of Credit Outstandings in an amount equal to the balance of such Borrowing
Base Deficiency in each case together with interest accrued to the date of
such payment or
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<PAGE>
prepayment and any amounts payable under subsection 4.14; PROVIDED that,
if there exists a Borrowing Base Deficiency upon the effectiveness of the
Applicable Redetermination, the Borrower shall within 30 days of the
effectiveness of the Applicable Redetermination, prepay the Revolving
Credit Loans and then case collateralize the Letter of Credit Outstandings
(together with interest accrued to the date of such payment or prepayment
any amounts payable under subsection 4.14) in an amount equal to such
Borrowing Base Deficiency. If at any other time there exists a Borrowing
Base Deficiency (including as a result of a redetermination in connection
with the incurrence of Subordinated Indebtedness provided for in
subsection 8.2(f), the Borrower shall immediately prepay the Revolving
Credit Loans and then to the extent necessary, cash collateralize the
Letter of Credit Outstandings in an amount equal to 100% of such Borrowing
Base Deficiency together with (i) inter3est accrued to the date of such
payment or prepayment and (ii) any amounts payable under subsection 4.14.
Notwithstanding the foregoing, the Borrower shall immediately apply 100%
of the Net Proceeds of any Redetermination Event described in clauses (a),
(b), (c), or (d) of the definition thereof to prepay outstanding Loans and
then cash collateralize the Letter of Credit Outstandings. Prepayments and
collateralization pursuant to this subsection 4.10 shall be made as set
forth in subsection 4.5(c)."
5. AMENDMENT TO SUBSECTION 7.2. Subsection 7.2 of the Credit Agreement is
hereby amended by deleting the words "January 15, 1999" from clause "(f)"
thereof and substituting in lieu thereof the words "July 15, 1999."
6. AMENDMENTS TO SECTION 7.11. Subsection 7.11 of the Credit Agreement is
hereby amended by deleting such subsection in its entirety and substituting in
lieu thereof the following:
"7.11 FURTHER ASSURANCES. Upon the request of the Administrative
Agent, promptly perform or cause to be performed any and all acts and
execute or cause to be executed any and documents (including, without
limitation, financing statements and continuation statements) for filing
under the provisions of the Uniform Commercial Code or any other
Requirement of Law which are necessary or advisable to maintain in favor
or the Administrative Agent, for the benefit of the Lenders, Liens on the
Pledged Securities and on the Oil and Gas Properties subject to the
Mortgages that are duly perfected in accordance with all applicable
Requirements of Law; PROVIDED the Liens created by the Mortgages shall be
released after the effectiveness of the Applicable Redetermination
(pursuant to documentation reasonably satisfactory to the Administrative
Agent) if (x) upon redetermination of the Borrowing Base in connection
with the Applicable Redetermination it is determined that there is no
Borrowing Base Deficiency, or if there is such a Borrowing Base
Deficiency, such deficiency is cured within 30 days, (y) at such time no
Default or Event of Default has occurred and is continuing and (z) unless
the Special Redetermination is applicable, the June 30, 1999 Reserve
Report was delivered by the Borrower to the Administrative Agent by July
30, 1999."
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<PAGE>
7. AMENDMENT TO SECTION 7.12. Subsection 7.12 of the Credit Agreement is
hereby amended by deleting paragraph (b) thereof in its entirety and
substituting in lien thereof the following:
"(b) The Borrower hereby directs the Administrative Agent to file
and record the Additional Mortgage in all filing offices as the
Administrative Agent deems appropriate upon the occurrence of any of the
following events (and the Administrative Agent and the Lenders agree not
to file or record the Additional Mortgage until the occurrence of any of
the following events):
(i) the Borrower fails to deliver the certificate required by
subsection 7.2(f) by July 15, 1999 or if the Borrower delivers such
certificate, subsequent information is received by the Borrower or the or
the Administrative Agent which demonstrates the reasonable satisfaction of
the Administrative Agent that the borrower is not in compliance with
subsection 8.1(d), or (f); or
(ii) if the Special Redetermination has not occurred and Borrower
fails to deliver the June 30, 1999 Reserve to the Administrative Agent by
July 30, 1999 or if upon redetermination of the Borrowing Base in
connection with the August '99 Redetermination, it is determined that a
Borrowing Base Deficiency exists and the Borrower fails to cure such
deficiency within 30 days of the effective date of the August '99
Redetermination by prepaying the Revolving Credit Loans and/or cash
collateralizing Letter of Credit Outstandings."
8. AMENDMENTS TO SUBSECTION 8.1. (a) Subsection 8.1 of the Credit
Agreement is hereby amended by deleting clause (b) thereof and substituting in
lieu thereof the following:
"(b) total Debt Leverage Ratio. Permit (i) the ratio of Indebtedness
of the Borrower and its subsidiaries, as of the last day of the fiscal
quarters ending September 30, 1998 and December 31, 1998, to EBITDA, for
the period of four consecutive fiscal quarters then ended, to be greater
than 3.25 to 1.0, (ii) the ratio of Indebtedness of the Borrower and its
Subsidiaries, as of the last day of the fiscal quarters ending march 31,
1999 and June 30, 1999, to EBITDA, for the period of four consecutive
fiscal quarters then ended, to be greater than 4.0 to 1.0, (iii) the ratio
of Indebtedness of the Borrower and its Subsidiaries, as of the last day
of the fiscal quarter ending September 30l, 1999, to EBITDA, for the
period of four consecutive fiscal quarters then ended, to be greater than
3.50 to 1.0, or (iv) the ratio of Indebtedness of the Borrowers and its
Subsidiaries, as of the last day of any fiscal quarter thereafter
(commencing December 31, 1999), to EBITDA, for the period of four
consecutive fiscal quarters then ended, to be greater than 3.25 to 1.0."
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<PAGE>
(c) Subsection 8.1 of the Credit Agreement is hereby amended by
deleting paragraphs (d), (e) and (f) thereof in their entirety and
substituting in lieu thereof the following:
"(d) Average Daily Production. Permit the average daily production
of the Proved Reserves of the Borrower and its Subsidiaries for the
calendar month ending June 30, 1999 to be less than 150 MMCFE/D.
(e) Proved Reserves. Permit the aggregate Proved Reserves of the
Borrower and its Subsidiaries as of June 30, 1999 to be less than 325
BCFE.
(f) Working Capital. Permit the Consolidated Working Capital as at
June 30, 1999 to be less than negative $10,000,000."
9. WAIVER OF SUBSECTION 4.9(B) OF THE CREDIT AGREEMENT. The Administrative
Agent and the Required Lenders hereby waive any Default or Event of Default
which may have occurred as a result of the receipt of a Reserve Report dated
March 31, 1999 furnished by the Borrower on March 25, 1999 in lien of the
Reserve Report scheduled to be dated December 31, 1998 and furnished by the
Borrower prior to March 1, 1999 and as a result of the Borrowing Base not being
redetermined as provided in subsection 4.9 (as in effect prior to the
effectiveness of this Fourth Amendment).
10. CONDITIONS TO EFFECTIVENESS. The amendments and changes provided for
in this Fourth Amendment shall become effective on the date (the "FOURTH
AMENDMENT EFFECTIVE DATE") upon which the following conditions precedent are
satisfied and the Administrative Agent notifies the Borrower and the Lenders of
the Fourth Amendment Effective Date:
(a) the Administrative Agent shall have received counterparts of
this Fourth Amendment, duly executed by the Borrower and the Lenders
listed in the signature pages hereof;
(b) the Administrative Agent shall have received counterparts of the
Acknowledgment and Consent, confirming and agreeing that the Second
Amended and Restated Guarantee, dated as of June 30, 1998, is and shall
continue to be, in full force and effect, duly executed by the Guarantors
attached hereto;
(c) the Administrative Agent shall have received all fees and
expenses required to be paid on or before the Fourth Amendment Effective
Date; and
(d) the Administrative Agent shall have received a copy of the
resolutions, in form and substance satisfactory to the Administrative
Agent, of the Board of Directors of each applicable Loan Party (other than
the borrower) and the executive committee of the Board of Directors of the
borrower authorizing (i) the execution,
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<PAGE>
delivery and performance of this Fourth Amendment certified by its
Secretary or Assistant Secretary as of the Fourth Amendment Effective
Date, which certificate shall state that the resolutions thereby certified
have not been amended, modified, revoked or rescinded as of the date of
such certificate.
11. REPRESENTATIONS AND WARRANTIES. The Borrower as of the date hereof and
after giving effect to the amendments contained herein, hereby (a) represents
and warrants to the Administrative Agent and each Lender that the Additional
Mortgage, together with the Existing Mortgage, when filed, shall give the
Lenders a first lien on Proved Reserves of the Borrower constituting at least
75% of the net present value of all the Proved Reserves of the Borrower and its
Subsidiaries as reflected in the Reserve Report dated as of March 31, 1999,
prepared by T.J. Smith & Company, Inc. and delivered to the Lenders and (b)
confirms, reaffirms and restates that (i) representations and warranties made by
it in Section 5 of the Credit Agreement are true and correct on and as of the
date hereof (except to the extent such representations and warranties are stated
to relate to a specific earlier date) and (ii) no Default or Event of Default
has occurred and is continuing on the date hereof; PROVIDE, that each reference
to the Credit Agreement therein shall be deemed to be a reference to the Credit
Agreement after giving effect to this Fourth Amendment.
12. PAYMENT OF EXPENSES. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection with this Fourth Amendment, any other documents prepared
in connection herewith and the transactions contemplated hereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
13. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS: LIMITED EFFECT. On and
after the date hereof and the satisfaction of the conditions contained in
Section 7 of this Fourth Amendment, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby. The execution, delivery and effectiveness of this Fourth
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provisions of any of the Loan
Documents. Except as expressly amended herein, all of the provisions and
covenants of the Credit Agreement and the other Loan Documents are and shall
continue to remain in full force and effect in accordance with the terms thereof
and are hereby in all respects ratified and confirmed.
14. COUNTERPARTS. This Fourth Amendment may be executed by one or more of
the parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Any
executed counterpart delivered by facsimile transmission shall be effective as
for all purposes hereof.
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<PAGE>
15. SEVERABILITY. Any provision of this Fourth Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
16. INTEGRATION. This Fourth Amendment and the other Loan Documents
represent the agreement of the Loan Parties, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to the subject matter hereof not expressly set forth or referred
to herein or in the other Loan Documents.
17. GOVERNING LAW. THIS FOURTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[Remainder of Page Intentionally Left Blank]
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed and delivered by their respective proper and duly
authorized officer as of the day
and year first above written.
THE MERIDIAN RESOURCE CORPORATION
By:/s/ P. RICHARD GESSINGER
Name: P. Richard Gessinger
Title: Executive Vice President
THE CHASE MANHATTAN BANK, as
Administrative Agent, Issuing Lender and as a Lender
By:/s/ STEVEN WOOD
Name: Steven Wood
Title: Vice President
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
as a Lender
By:/s/ CAN'T READ THIS NAME
Name: Can't read this name
Title: Vice President
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<PAGE>
MEES PIERSON, as a Lender
By:/s/ DARRELL W. HOLLEY
Name: Darrell W. Holley
Title: Senior Vice President
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<PAGE>
By:/s/ DEIRDRE M. SANBORN
Name: Deirdre M. Sanborn
Title: Assistant Vice President
NATIONSBANK, N.A., as a Lender
By:/s/ JAMES R. ALLRED
Name: James R. Allred
Title: Managing Director
SOCIETE GENERALE, SOUTHWEST AGENCY, as a Lender
By:/s/ PAUL S. CARVER
Name: Paul S. Carver
Title: Managing Director
TORONTO DOMINION (TEXAS), INC., as
Arranger, Documentation Agent and as a Lender
By:/s/ AZAR S. AZARPOUR
Name: Azar S. Azarpour
Title: Vice President
-14-
EXHIBIT 4.23
AMENDMENT NO. 1 TO THE TEXAS MERIDIAN
RESOURCES CORPORATION DIRECTOR STOCK OPTION PLAN
ADOPTED BY THE BOARD OF DIRECTORS ON MAY 5, 1999
RESOLVED, that an amendment (the "DIRECTOR AMENDMENT") to the
Company's Non-Employee Director Stock Option Plan (the "DIRECTOR Plan"),
to increase the number of shares authorized for issuance under the
Director Plan by 300,000 is hereby authorized, ratified and approved;
EXHIBIT 5.1
[Fulbright & Jaworski L.L.P. Letterhead]
July 23, 1999
The Meridian Resource Corporation
15995 N. Barker's Landing, Suite 300
Houston, Texas 77079
Ladies and Gentlemen:
We have acted as counsel to The Meridian Resource Corporation, a Texas
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933 (the "Act") of an aggregate of 2,000,000 shares (the
"Shares") of the Company's common stock, $.01 par value (the "Common Stock"), of
which (i) 1,000,000 shares (the "Geoscientist Shares") of Common Stock are to be
offered upon the terms and subject to the conditions set forth in the Meridian
Resource Corporation Geoscientist Well Bonus Plan (the "Geoscientist Plan"), and
(ii) 1,000,000 shares (the "TMR Trust Shares") of Common Stock are to be offered
upon the terms and subject to the conditions set forth in the Meridian Resource
Corporation TMR Employee Trust Well Bonus Plan (the "TMR Trust Plan" and
together with the Geoscientist Plan, the "Plans").
We have examined or considered originals or copies, certified or
otherwise identified to our satisfaction, of the Third Amended and Restated
Articles of Incorporation of the Company, the Amended and Restated By-laws of
the Company, as amended, the Plans, records of relevant corporate proceedings
with respect to the offering of the Shares and such other documents, instruments
and corporate records as we have deemed necessary or appropriate for the
expression of the opinions contained herein. We have also reviewed the Company's
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission with respect to the Shares.
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that we have examined.
Based on the foregoing and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that (i) the Geoscientist
Shares have been duly and validly authorized for issuance and, when issued in
accordance with the terms of the Geoscientist Plan, will be duly and validly
issued, fully paid and nonassessable and (ii) the TMR Trust Shares have been
duly and validly authorized for issuance and, when issued in accordance with the
terms of the TMR Trust Plan, will be duly and validly issued, fully paid and
nonassessable .
The foregoing opinion is limited to the federal laws of the United
States of America and the Texas Business Corporation Act, and we are expressing
no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/FULBRIGHT & JAWORSKI L.L.P.
Fulbright & Jaworski L.L.P.
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 registering 2,000,000 shares of common stock) pertaining to the Texas
Meridian Resource Corporation Geoscientist Well Bonus Plan and the Meridian
Resource Corporation TMR Employee Trust Well Bonus Plan of our report dated
March 17, 1999, with respect to the consolidated financial statements of The
Meridian Resource Corporation included in its Annual Report (Form 10-K) for the
year ended December 31, 1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG L.L.P.
Houston, Texas
July 23, 1999
EXHIBIT 23.3
CONSENT OF RYDER SCOTT COMPANY PETROLEUM ENGINEERS
We hereby consent to the references to our reviews dated January 12, 1996,
February 19, 1997, and February 23, 1998 which were used to prepare the
Estimated Future Reserves Attributable to Certain Leasehold Interests of Texas
Meridian Resources Corporation as December 31, 1995, December 31, 1996 and
December 31, 1997, respectively, and to the reference to Ryder Scott Company
Petroleum Consultants as experts in the field of petroleum engineering, which
were incorporated by reference in your Form S-8 Registration Statement.
RYDER SCOTT COMPANY
PETROLEUM CONSULTANTS
Houston, Texas
July 21, 1999
EXHIBIT 23.4
[T.J. SMITH & COMPANY, INC. LETTERHEAD]
CONSENT OF T.J. SMITH & COMPANY, INC.
July 22, 1999
The Meridian Resource corporation
15995 N. Barkers Landing, suite 300
Houston, Texas 77079
Re: Consent of Independent Petroleum Engineers
Gentlemen:
We hereby consent to the references to our reviews dated February 26,
1998, and February 25, 1999, which were used to prepare the Estimated Future
Reserves Attributable to Certain Leasehold Interests of The Meridian Resource
Corporation as of December 31, 1997, and December 31, 1998, respectively, in
your Form S-8 Registration Statement and to the reference to T. J. Smith &
Company, Inc. as experts in the field of petroleum engineering.
Very truly yours,
T. J. Smith & Company, Inc.
By /S/ T. J. SMITH, P.E.
T. J. Smith, P.E.
